EXHIBIT 10.7

EXHIBIT 10.7

EMPLOYMENT AGREEMENT

AGREEMENT made as of the xxth day of MONTH-YEAR by and between
SAVE THE WORLD AIR, INC. ("STWA"), a Nevada chartered corporation, and Edward L.
Masry (the "Executive").

BACKGROUND

A. STWA desires to employ the Executive and the
Executive is willing to serve on the terms and conditions herein provided.

B. In order to effect the foregoing, the parties hereto
desire to enter into an employment agreement on the terms and conditions set
forth below.

NOW, THEREFORE, in consideration of the premises and the
respective covenants and agreements of the parties contained herein, and
intending to be legally bound hereby, the parties hereto agree as follows:

1. DEFINITIONS AND SPECIAL PROVISIONS. Each capitalized
word and term used herein shall have the meaning ascribed to it in the glossary
appended hereto, unless the context in which such word or term is used otherwise
clearly requires. Such glossary is incorporated herein by reference and made a
part hereof.

2. EMPLOYMENT. STWA hereby agrees to employ the
Executive, and the Executive hereby agrees to serve STWA, on the terms and
conditions set forth herein.

3. TERM OF AGREEMENT. The Executive's employment under
this Agreement shall commence on the date hereof and, except as otherwise
provided herein, shall continue until December 31, 2007; provided, however, that
commencing on December 31, 2007 and each anniversary thereafter, the term of
this Agreement shall automatically be extended for one additional year beyond
the term otherwise established unless, prior to such date, STWA or the Executive
shall have given a Notice of Non-Extension.

4. POSITION AND DUTIES. The Executive shall serve as
Chief Executive Officer of STWA and he shall have such responsibilities, duties
and authority as he may from time to time deem appropriate in his best judgment.
He shall also serve as a Chairman of STWA's Board of Directors and upon any
committees thereof as requested by the Board. Nothing herein shall be construed
as precluding him from devoting a reasonable amount of time to civic,
charitable, trade association and other activities that do not represent
conflicts and are not otherwise in any way detrimental to STWA.

5. COMPENSATION AND RELATED MATTERS.

BASE COMPENSATION. During the period of the Executive's
employment hereunder, the executive's annual base compensation
shall be for a total consideration of $1.00

(a) INCENTIVE COMPENSATION. During the period of
the Executive's employment hereunder, he shall be entitled to
participate in all incentive plans, stock option plans, and
similar arrangements as may be in effect and maintained by
STWA for executive officers on a basis and at award levels
consistent and commensurate with his position and duties
hereunder.

(b) EMPLOYEE BENEFIT PLANS AND OTHER PLANS OR
ARRANGEMENTS. The Executive shall be entitled to participate
in all Employee Benefit Plans of STWA that either, are in
effect at present or that may be adopted in the future. In
addition, he shall be entitled to participate in and

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enjoy any other plans and arrangements which provide for sick
leave, vacation, sabbatical, or personal days, club
memberships and dues, education payment or reimbursement,
business-related seminars, and similar fringe benefits
provided to or for the executive officers of STWA from time to
time. Notwithstanding the foregoing, Executive shall be
entitled to at least four (4) weeks vacation per calendar year
during each year of employment. Such vacation shall be
prorated during the year 2003 based on the date of this
Agreement.

(c) EXPENSES. During the period of the
Executive's employment hereunder, he shall be entitled to
receive prompt reimbursement for all reasonable and customary
expenses, including transportation expenses, incurred by him
in performing services hereunder in accordance with the
general policies and procedures established by STWA.

6. TERMINATION BY REASON OF DISABILITY.

(a) IN GENERAL. In the event the Executive
becomes unable to perform his duties on a full-time basis by
reason of the occurrence of his Disability and, within 30 days
after a Notice of Termination is given, he shall not have
returned to the full-time performance of such duties, his
employment may be terminated by STWA.

(b) BENEFITS. In the event of the termination of
the Executive's employment under Subparagraph (a), the term of
this Agreement shall continue for one year after the Date of
Termination, and STWA shall pay or provide the benefits set
forth below:

(1) The Executive shall be paid an
amount equal to the higher of the aggregate
bonus (es) paid to him with respect to one
of the two years immediately preceding the
year in which the Date of Termination
occurs. Such amount shall be paid to him in
cash on the first anniversary date of the
Date of Termination.

(2) The Executive and his eligible
dependents shall be entitled to continue to
participate at the same aggregate benefit
levels, for one year and at no out-of-pocket
or tax cost to him, in the Welfare Benefit
Plans in which he was a participant
immediately prior to the Date of
Termination, to the extent permitted under
the terms of such plans and applicable law.
To the extent STWA is unable to provide for
continued participation in a Welfare Benefit
Plan, it shall provide an equivalent benefit
directly at no out-of-pocket or tax cost to
him. For purposes of the preceding two
sentences, STWA shall be deemed to have
provided a benefit at no tax cost to him if
it pays an additional amount to him or on
his behalf, with respect to those benefits
which would otherwise be nontaxable to him,
calculated in a manner consistent with the
provisions of Paragraph 12.

(c) EARLIER CESSATION OF CERTAIN WELFARE
BENEFITS. Notwithstanding the provisions of
Subparagraph (b)(5), STWA shall not be required to
provide, at its cost, the welfare benefits covered
therein after the later of (i) the attainment by the
Executive and his spouse (if any) of age 65, or (ii)
the date specified in the relevant plan document for
benefit termination (assuming that he was employed
until age 65 or the normal retirement date, if any,
specified in such document).

(c) DEATH DURING REMAINING TERM OF AGREEMENT.

(1) In the event the Executive dies
during the remaining term of this Agreement
following his termination for Disability and
he is survived by a

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spouse, the compensation and benefits
remaining to be paid and provided under
Subparagraph (b) shall be unaffected by his
death and shall be paid and provided to her
or on her behalf; provided, however, that
the extent of her rights to the accrued
benefits described in Subparagraph (b)(4)
shall be determined by reference to the
relevant plan provisions and any elections
made under such plans; and provided further,
that STWA shall not be required to provide
continued benefits with respect to her
deceased husband; and provided further, that
in no event shall STWA be required to
provide, at its cost, the other welfare
benefits described in Subparagraph (b)(5) to
such spouse and her eligible dependents
after the earlier of (i) her death, or (ii)
the later of (A) her attainment of age 65,
or (B) the date specified in the relevant
plan document for benefit termination
(assuming that the Executive was employed
until age 65 or the normal retirement date,
if any, specified in such document).

(2) In the event the Executive dies
during the remaining term of this Agreement
following his termination for Disability and
he is not survived by a spouse, (i) STWA
shall thereafter make the remaining payments
described in Subparagraphs (b)(1) through
(b)(3) directly to his estate, (ii) the
extent of the rights of any person to the
accrued benefits described in Subparagraph
(b)(4) shall be determined by reference to
the relevant plan provisions and any
elections made under such plans, and (iii)
STWA's obligation to provide continued
benefits under Subparagraph (b)(5) shall
terminate.

(d) COMPENSATION AND BENEFITS UPON EXPIRATION OF
REMAINING TERM OF AGREEMENT. Upon the expiration of the
remaining term of this Agreement following the Executive's
termination for Disability, and provided his Disability then
continues, he shall be entitled to receive the compensation
and benefits provided under the terms of any long-term
disability plan of STWA in effect on the Date of Termination
or, if greater, at the expiration of such remaining term. If
such plan exists, such compensation and benefits shall
continue until the earlier of (i) his death, or (ii) the later
of (A) his attainment of age 65, or (B) the date specified in
the plan document for benefit termination. To the extent STWA
is unable to provide such compensation and benefits under its
long-term disability plan, if any, it shall provide equivalent
compensation and benefits directly at no out-of-pocket or tax
cost to him. For purposes of the preceding sentence, STWA
shall be deemed to have provided compensation and benefits at
no tax cost to him if it pays an additional amount to him or
on his behalf, with respect to the compensation and benefits
which would otherwise be nontaxable to him, calculated in a
manner consistent with the provisions of Paragraph 12.

7. TERMINATION BY REASON OF DEATH.

(a) COMPENSATION AND BENEFITS TO SURVIVING
SPOUSE. In the event the Executive dies while he is employed
under this Agreement and is survived by a spouse, STWA shall
pay or provide the compensation and benefits set forth below:

(1) The surviving spouse shall be paid
an amount equal to the greater of (i) the
Executive's highest base compensation
received during one of the two calendar
years immediately preceding the calendar
year in which the Date of Termination
occurs, or (ii) his base compensation in
effect immediately prior to the Date of
Termination (or prior to any reduction which
entitled him to terminate his employment for
Good Reason) for a period of one year,
beginning with such Date

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of Termination. The frequency and manner of
payment of such amounts shall be in
accordance with STWA's executive payroll
practices from time to time in effect.

(2) The surviving spouse shall be paid
an amount equal to the highest payment made
to Executive under each incentive bonus plan
of STWA with respect to one of the two years
immediately preceding the year in which the
Date of Termination occurs. Such amount
shall be paid in cash to her within 30 days
after the Date of Termination.

(3) The surviving spouse shall be paid
an amount equal to the sum of the highest
annual contribution made on the Executive's
behalf (other than his own salary reduction
contributions) to each tax-qualified and
non-qualified Defined Contribution Plan of
STWA with respect to the year in which the
Date of Termination occurs or one of the two
years immediately preceding such year. Such
amount shall be paid in cash to her within
30 days after the Date of Termination or
within 30 days after such amount can first
be determined, whichever is later.

(4) Subject to the following sentence,
the surviving spouse shall be paid benefits
determined by reference to the excess of (i)
the aggregate retirement benefits the
Executive would have accrued under the terms
of each tax-qualified and non-qualified
Defined Benefit Plan as in effect
immediately prior to the Date of
Termination, had he (A) continued to be
employed for a period of one year following
the Date of Termination, and (B) received
(on a pro rated basis, as appropriate) the
greater of (I) the highest compensation
taken into account under each such plan with
respect to one of the two years immediately
preceding the year in which the Date of
Termination occurs, or (II) his annualized
base compensation in effect immediately
prior to the Date of Termination (or prior
to any reduction which entitled him to
terminate his employment for Good Reason),
over (ii) the retirement benefits actually
determined under such plans. The frequency,
manner, and extent of payment of such
benefits shall be consistent with the terms
of the plans to which they relate and any
elections made thereunder.

(5) The surviving spouse and her
eligible dependents shall be entitled to
continue to participate at the same
aggregate benefit levels, for a period of
one year following the Date of Termination
and at no out-of-pocket or tax cost to her,
in the Welfare Benefit Plans in which the
Executive was a participant immediately
prior to the Date of Termination, to the
extent permitted under the terms of such
plans and applicable law; provided, however,
that STWA shall not be required to provide
continued benefits with respect to her
deceased husband; and provided further, that
STWA shall not thereafter be required to
provide, at its cost, the other welfare
benefits covered by such plans to such
spouse and her eligible dependents after the
earlier of (i) her death, or (ii) the later
of (A) her attainment of age 65, or (B) the
date specified in the relevant plan document
for benefit termination (assuming the
Executive was employed until age 65 or the
normal retirement date, if any, specified in
such document). To the extent STWA is unable
to provide for continued participation in a
Welfare Benefit Plan as required, it shall
provide an equivalent benefit directly at no
out-of-pocket or tax

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cost to her. For purposes of the preceding
two sentences, STWA shall be deemed to have
provided a benefit at no tax cost to her if
it pays an additional amount to her or on
her behalf, with respect to those benefits
which would otherwise be nontaxable to her,
calculated in a manner consistent with the
provisions of Paragraph 12.

(b) COMPENSATION AND BENEFITS TO ESTATE, ETC. In
the event the Executive dies while he is employed under this
Agreement and is not survived by a spouse, (i) STWA shall make
the payments described in Subparagraphs (a)(1) through (a)(3)
directly to his estate, (ii) the extent of the rights of any
person to the accrued benefits described in Subparagraph
(a)(4) shall be determined by reference to the relevant plan
provisions and any elections made under such plans, and (iii)
STWA's obligation to provide benefits under Subparagraph
(a)(5) shall terminate.

8. TERMINATION BY STWA FOR CAUSE.

(a) IN GENERAL. In the event STWA intends to
terminate the Executive's employment for Cause, it shall
deliver a Notice of Termination to him which specifies a Date
of Termination not less than 30 days following the date of
such notice, unless a shorter period of notice is required by
the principal regulator of STWA or any affiliate of STWA.

(b) COMPENSATION. Within 30 days after the
Executive's termination under Subparagraph (a), STWA shall pay
him, in one lump sum, his accrued but unpaid base compensation
and vacation compensation earned through the Date of
Termination.

9. TERMINATION BY THE EXECUTIVE WITHOUT GOOD REASON.

(a) IN GENERAL. In the event the Executive
intends to terminate his employment without Good Reason, he
shall deliver a Notice of Termination to STWA which specifies
a Date of Termination not less than (i) 90 days following the
date of such notice, if a Change in Control shall not have
occurred, or (ii) 30 days following the date of such notice,
if a Change in Control shall have occurred.

(b) COMPENSATION. Within 30 days after the
Executive's termination under Subparagraph (a), STWA shall pay
him, in one lump sum, his accrued but unpaid base compensation
and vacation compensation earned through the Date of
Termination.

10. TERMINATION BY STWA WITHOUT DISABILITY OR CAUSE.

(a) IN GENERAL. In the event STWA intends to
terminate the Executive's employment for any reason other than
Disability or Cause, it shall deliver a Notice of Termination
to him which specifies a Date of Termination not less than 90
days following the date of such notice.

(b) COMPENSATION AND BENEFITS DURING REMAINING
TERM OF AGREEMENT. In the event of the termination of the
Executive's employment under Subparagraph (a), STWA shall pay
or provide the compensation and benefits described in
Paragraph 6(b), except that all such compensation and benefits
shall be for the remaining term of this Agreement determined
in accordance with Section 3 hereof, unless a change in
control has occurred prior to such termination of employment,
in which case all such compensation and benefits shall be for
a term of three (3) years from the Date of Termination and the
term of this Agreement shall continue until all such
compensation and benefits are paid to Executive in full.

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(c) ADJUSTMENT TO CERTAIN SUBPARAGRAPH (b)
COMPENSATION AND BENEFITS. In the event the Executive suffers
a Disability during the remaining term of this Agreement
following the Date of Termination, STWA's obligation to pay or
fund any disability insurance premiums on his behalf shall be
suspended while his Disability continues, provided the
cessation of payment or funding does not result in the
termination of disability benefits. Any amounts described in
Paragraph 6(b) and otherwise payable under Subparagraph (b)
shall be reduced (but not below zero) by the dollar amount of
disability benefits received by him pursuant to plans or
policies funded, directly at its cost, by STWA.

(d) EARLIER CESSATION OF CERTAIN WELFARE
BENEFITS. Notwithstanding the provisions of Subparagraph (b),
STWA shall not be required to provide, at its cost, the
welfare benefits covered by Paragraph 6(b)(5) after the later
of (i) the attainment by the Executive and his spouse (if any)
of age 65, or (ii) the date specified in the relevant plan
document for benefit termination (assuming that he was
employed until age 65 or the normal retirement date, if any,
specified in such document).

(e) DEATH DURING REMAINING TERM OF AGREEMENT.

(1) In the event the Executive dies
during the remaining term of this Agreement
following his termination without Disability
or Cause by STWA and he is survived by a
spouse, the compensation and benefits
required to be paid and provided under
Subparagraph (b) shall be unaffected by his
death and shall be paid and provided to her
or on her behalf; provided, however, that
the extent of her rights to the accrued
benefits described in Paragraph 6(b)(4)
shall be determined by reference to the
relevant plan provisions and any elections
made under such plans; and provided further,
that STWA shall not be required to provide
continued benefits with respect to her
deceased husband; and provided further, that
in no event shall STWA be required to
provide, at its cost, the other welfare
benefits described in Paragraph 6(b)(5) to
such spouse and her eligible dependents
after the earlier of (i) her death, or (ii)
the later of (A) her attainment of age 65,
or (B) the date specified in the relevant
plan document for benefit termination
(assuming that the Executive was employed
until age 65 or the normal retirement date,
if any, specified in such document).

(2) In the event the Executive dies
during the remaining term of this Agreement
following his termination without Disability
or Cause and he is not survived by a spouse,
(i) STWA shall thereafter make the remaining
payments described in Paragraphs 6(b)(1)
through 6(b)(3) directly to his estate, (ii)
the extent of the rights of any person to
the accrued benefits described in Paragraph
6(b)(4) shall be determined by reference to
the relevant plan provisions and any
elections made under such plans, and (iii)
STWA's obligation to provide the continued
benefits described in Paragraph 6(b)(5)
shall terminate.

11. TERMINATION BY THE EXECUTIVE FOR GOOD REASON.

(a) IN GENERAL. In the event the Executive
intends to terminate his employment for Good Reason, he shall
deliver a Notice of Termination to STWA which specifies a Date
of Termination not less than 30 days following the date of
such notice.

(b) COMPENSATION AND BENEFITS DURING REMAINING
TERM OF AGREEMENT. In the event of the termination of the
Executive's employment under Subparagraph (a), STWA shall

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pay or provide the compensation and benefits described in
Paragraph 6(b), except that all such compensation and benefits
shall be for a term of three (3) years from the Date of
Termination and the term of this Agreement shall continue
until all such compensation and benefits are paid to Executive
in full.

(c) ADJUSTMENT TO CERTAIN SUBPARAGRAPH (b)
COMPENSATION AND BENEFITS. In the event the Executive suffers
a Disability during the remaining term of this Agreement
following the Date of Termination, STWA's obligation to pay or
fund any disability insurance premiums on his behalf shall be
suspended while his Disability continues, provided the
cessation of payment or funding does not result in the
termination of disability benefits. Any amounts described in
Paragraph 6(b) and otherwise payable under Subparagraph (b)
shall be reduced (but not below zero) by the dollar amount of
disability benefits received by him pursuant to plans or
policies funded, directly at its cost, by STWA.

(d) EARLIER CESSATION OF CERTAIN WELFARE
BENEFITS. Notwithstanding the provisions of Subparagraph (b),
STWA shall not be required to provide, at its cost, the
welfare benefits covered by Paragraph 6(b)(5) after the later
of (i) the attainment by the Executive and his spouse (if any)
of age 65, or (ii) the date specified in the relevant plan
document for benefit termination (assuming that he was
employed until age 65 or the normal retirement date, if any,
specified in such document).

(e) DEATH DURING REMAINING TERM OF AGREEMENT.

(1) In the event the Executive dies
during the remaining term of this Agreement
following his termination for Good Reason
and he is survived by a spouse, the
compensation and benefits required to be
paid and provided under Subparagraph (b)
shall be unaffected by his death and shall
be paid and provided to her or on her
behalf; provided, however, that the extent
of her rights to the accrued benefits
described in Paragraph 6(b)(4) shall be
determined by reference to the relevant plan
provisions and any elections made under such
plans; and provided further, that STWA shall
not be required to provide continued
benefits with respect to her deceased
husband; and provided further, that in no
event shall STWA be required to provide, at
its cost, the other welfare benefits
described in Paragraph 6(b)(5) to such
spouse and her eligible dependents after the
earlier of (i) her death, or (ii) the later
of (A) her attainment of age 65, or (B) the
date specified in the relevant plan document
for benefit termination (assuming that the
Executive was employed until age 65 or the
normal retirement date, if any, specified in
such document).

(2) In the event the Executive dies
during the remaining term of this Agreement
following his termination for Good Reason
and he is not survived by a spouse, (i) STWA
shall thereafter make the remaining payments
described in Paragraphs 6(b)(1) through
6(b)(3) directly to his estate, (ii) the
extent of the rights of any person to the
accrued benefits described in Paragraph
6(b)(4) shall be determined by reference to
the relevant plan provisions and any
elections made under such plans, and (iii)
STWA's obligation to provide the continued
benefits described in Paragraph 6(b)(5)
shall terminate.

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12. PROVISIONS RELATING TO EXCISE TAXES.

(a) IN GENERAL. In the event the Executive
becomes liable, for any taxable year, for the payment of an
Excise Tax (because of a change in control) with respect to
the compensation and benefits payable by STWA under this
Agreement or otherwise, STWA shall make one or more Gross-Up
Payments to the Executive or on his behalf. The amount of any
Gross-Up Payment shall be calculated by a certified public
accountant or other tax professional designated jointly by the
Executive and STWA. The provisions of this paragraph shall
apply with respect to the Executive's surviving spouse or
estate, where relevant.

(b) METHODOLOGY FOR CALCULATION OF GROSS-UP
PAYMENT. For purposes of determining the amount of any
Gross-Up Payment, the Executive shall be deemed to pay income
taxes at the highest federal, state, and local marginal rates
of tax for the calendar year in which the Gross-Up Payment is
to be made, net of the maximum reduction in federal income tax
which could be obtained from the deduction of state and local
income taxes. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account at
the time the Gross-Up Payment was made, the Executive shall
repay to STWA, at the time that the amount of such reduction
in Excise Tax is finally determined, the portion of the
Gross-Up Payment attributable to the reduction (plus a portion
of the Gross-Up Payment attributable to the Excise Tax and the
federal, state, and local income taxes imposed on the portion
of the Gross-Up Payment being repaid by the Executive to the
extent such repayment results in a reduction in Excise Tax or
federal, state, or local income tax), plus interest on the
amount of such repayment. Such interest shall be calculated by
using the rate in effect under Section 1274(d)(1) of the IRC,
on the date the Gross-Up Payment was made, for debt
instruments with a term equal to the period of time which has
elapsed from the date the Gross-Up Payment was made to the
date of repayment. In the event that the Excise Tax is
subsequently determined to exceed the amount taken into
account at the time the Gross-Up Payment was made (including
by reason of any payment the existence or amount of which
could not be determined at the time of the Gross-Up Payment),
STWA shall make an additional Gross-Up Payment with respect to
the excess at the time the amount thereof is finally
determined, plus interest calculated in a manner similar to
that described in the preceding sentence.

(c) TIME OF PAYMENT. Any Gross-Up Payment
provided for herein shall be paid not later than the 30th day
following the payment of any compensation or the provision of
any benefit which causes such payment to be made; provided,
however, that if the amount of such payment cannot be finally
determined on or before such day, STWA shall pay on such day
an estimate of the minimum amount of such payment and shall
pay the remainder of such payment (together with interest
calculated in a manner similar to that described in
Subparagraph (b)) as soon as the amount thereof can be
determined. In the event that the amount of an estimated
payment exceeds the amount subsequently determined to have
been due, such excess shall constitute a loan by STWA to the
Executive, payable on the 30th day after demand by STWA
(together with interest calculated in a manner similar to that
described in Subparagraph (b)).

(d) OTHER ARRANGEMENTS. Notwithstanding the
provisions of this paragraph to the contrary, the actual
amounts payable hereunder as Gross-Up Payments shall be
coordinated with any similar amounts paid to the Executive
under any other contract, plan, or arrangement.

13. FEES AND EXPENSES OF THE EXECUTIVE.

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After a Change in Control and except as provided in the
following sentence, STWA shall pay, within 30 days following
demand by the Executive, all legal, accounting, actuarial, and
related fees and expenses incurred by him in connection with
the enforcement of this Agreement. An arbitration panel or a
court of competent jurisdiction shall be empowered to deny
payment to the Executive of such fees and expenses only if it
determines that he instituted a proceeding hereunder, or
otherwise acted, in bad faith.

14. REDUCTION FOR COMPENSATION AND BENEFITS RECEIVED
UNDER STWA SEVERANCE POLICY, ETC. Notwithstanding anything
herein to the contrary, in the event the Executive, his
surviving spouse, or any other person becomes entitled to
continued compensation and benefits hereunder by reason of the
Executive's termination of employment and, in addition,
compensation or similar benefits are payable under a severance
policy, program or arrangement maintained by STWA (other than
retirement plans), then the compensation or benefits otherwise
payable hereunder shall be reduced by the compensation or
benefits provided under such severance policy, program or
arrangement.

15. MITIGATION. The Executive shall not be required to
mitigate the amount of any compensation or benefits which may
become payable hereunder by reason of his termination by
seeking other employment or otherwise, nor, except as
otherwise provided in the following sentence or elsewhere
herein, shall the amount of any such compensation or benefits
be reduced by any compensation or benefits received by the
Executive as the result of his employment by another employer.
Notwithstanding anything in this Agreement to the contrary,
STWA's obligation to provide any medical and dental benefits
hereunder may be suspended, with the written concurrence of
the Executive or, if applicable, his surviving spouse during
any period of time that such benefits are being provided by
reason of his or her employment.

16. FUNDING OF COMPENSATION AND BENEFITS; ACCELERATION OF
CERTAIN PAYMENTS.

(a) GRANTOR TRUST. In the event (i) the
Executive's employment is terminated without Cause or he
terminates his employment for Good Reason, and (ii) and a
Change in Control has occurred as of the Date of Termination
or occurs thereafter, the Executive shall have the right to
require STWA to establish a grantor trust (taxable to STWA)
and fund such trust, on an actuarially sound basis, to provide
the compensation and benefits to which he is entitled
hereunder, other than those which may be paid pursuant to the
provisions of Subparagraph (c). The specific terms of such
trust shall be as agreed to by the parties in good faith;
provided, however, that the trustee shall be a financial
institution independent of STWA; and provided further, that in
no event shall STWA be entitled to withdraw funds from the
trust for its benefit, or otherwise voluntarily assign or
alienate such funds, until such time as all compensation and
benefits required hereunder are paid and provided. The
determination of the extent of required funding, including any
supplemental funding in the event of adverse investment
performance of trust assets, shall be made by an actuary or a
certified public accountant retained by each party. To the
extent such professionals cannot agree on the proper level of
funding, they shall select a third such professional whose
determination shall be binding upon the parties.
Notwithstanding the foregoing, STWA shall remain liable for
all compensation and benefits required to be paid or provided
hereunder.

(b) ALTERNATE SECURITY. In lieu of the right
given to the Executive under Subparagraph (a), he shall have
the right under such circumstances to require that STWA
provide (i) an irrevocable standby letter of credit issued by
a financial institution other than STWA or any Subsidiary of
STWA with a senior debt credit rating of "A" or better by
Moody's

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Investors Service or Standard & Poor's Corporation, or (ii)
other security reasonably acceptable to him, to secure the
payment of such compensation and benefits.

(c) ACCELERATED PAYMENT OF PRESENT VALUE OF
CERTAIN COMPENSATION. In the event (i) the Executive's
employment is terminated without Cause or he terminates his
employment for Good Reason, and (ii) a Change in Control has
occurred as of the Date of Termination or occurs thereafter,
the Executive shall have the continuing right to demand that
the present value of the remaining payments described in
Paragraphs 6(b)(1) through (3), and payable by reason of the
provisions of Paragraph 10 or 11 (as the case may be), be paid
to him in one lump sum within 30 days after the date written
demand is given. For purposes of calculating the present value
of such payments, a discount factor shall be applied to each
such payment which is equal to the relevant applicable federal
rate in effect on the date written demand is given by him,
determined by reference to the period of time between the date
of such notice and the scheduled time such payment would
otherwise be made. In the event any payment described in
Paragraphs 6(b)(1) through (3) is not yet determinable on the
date written demand is made, the other payments shall
nonetheless be made as provided above; and the undetermined
payment shall be made within 30 days after it becomes
determinable, calculated as provided in the preceding sentence
but by treating the date on which the payment becomes
determinable as the date of written notice. Nothing in this
subparagraph shall be construed as affecting the Executive's
right to one or more Gross-Up Payments in accordance with the
provisions of Paragraph 12; and a Gross-Up Payment (if
applicable) will be calculated and made with any payment made
under this subparagraph, as well as any other Gross-Up
Payments that may be required hereunder at a subsequent date.

17. WITHHOLDING TAXES. All compensation and benefits
provided for herein shall, to the extent required by law, be
subject to federal, state, and local tax withholding.

18. CONFIDENTIAL INFORMATION. The Executive agrees that
subsequent to his employment with STWA, he will not, at any
time, communicate or disclose to any unauthorized person,
without the written consent of the STWA, any proprietary or
other confidential information concerning STWA or any
Subsidiary of STWA; provided, however, that the obligations
under this paragraph shall not apply to the extent that such
matters (i) are disclosed in circumstances where the Executive
is legally obligated to do so, or (ii) become generally known
to and available for use by the public otherwise than by his
wrongful act or omission; and provided further, that he may
disclose any knowledge of insurance, financial, legal and
economic principles, concepts and ideas which are not solely
and exclusively derived from the business plans and activities
of STWA.

19. COVENANTS NOT TO COMPETE OR TO SOLICIT.

(a) NONCOMPETITION. During the period in which
he is employed by STWA and, if the Executive's employment
terminates under Paragraphs 6, for a period of 12 months after
the Date of Termination (the "Noncompetition Period"), the
Executive shall not, without the written consent in writing of
the Board of Directors of STWA, become an executive officer,
partner, consultant, director, or a four and nine-tenths
percent or greater shareholder or equity owner of any entity
engaged in the banking, lending, asset management, mutual
fund, financial planning or investment security business
within the California counties of Camden, Burlington, or any
other California county in which STWA has a branch or loan
production office. If at the time of the enforcement of this
paragraph a court holds that the duration, scope, or area
restrictions stated herein are unreasonable under the
circumstances then existing and, thus, unenforceable,

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STWA and the Executive agree that the maximum duration, scope,
or area reasonable under such circumstances shall be
substituted for the stated duration, scope, or area.

(b) NONSOLICITATION. During his employment and
the Noncompetition Period, the Executive shall not, whether on
his own behalf or on behalf of any other individual or
business entity, solicit, endeavor to entice away from STWA, a
Subsidiary or any affiliated company, or otherwise interfere
with the relationship of STWA, a Subsidiary or any affiliated
company with any person who is, or was within the then most
recent 12 month period, an employee or associate thereof;
provided, however, that this subparagraph shall not apply
following the occurrence of a Change in Control.

(c) EXTENSION OF NONCOMPETITION PERIOD. The
Non-Competition Period shall be automatically extended by the
length of time (if any) in which the Executive is in violation
of any of the terms of this Section 19.

20. ARBITRATION. To the extent permitted by applicable
law, any controversy or dispute arising out of or relating to
this Agreement, or any alleged breach hereof, shall be settled
by arbitration in Los Angeles, California in accordance with
the commercial rules of the American Arbitration Association
then in existence (to the extent such rules are not
inconsistent with the provisions of this Agreement), it being
understood and agreed that the arbitration panel shall consist
of three individuals acceptable to the parties hereto. In the
event that the parties cannot agree on three arbitrators
within 20 days following receipt by one party of a demand for
arbitration from another party, then the Executive and STWA
shall each designate one arbitrator and the two arbitrators
selected shall select the third arbitrator. The arbitration
panel so selected shall convene a hearing no later than 90
days following the selection of the panel. The arbitration
award shall be final and binding upon the parties, and
judgment may be entered thereon in the California Superior
Court or in any other court of competent jurisdiction.

21. ADDITIONAL EQUITABLE REMEDY. The Executive
acknowledges and agrees that STWA's remedy at law for a breach
or a threatened breach of the provisions of Paragraphs 18 and
19 would be inadequate; and, in recognition of this fact and
notwithstanding the provisions of Paragraph 20, in the event
of such a breach or threatened breach by him, it is agreed
that STWA shall be entitled to request equitable relief in the
form of specific performance, temporary restraining order,
temporary or permanent injunction, or any other equitable
remedy which may then be available. Nothing in this paragraph
shall be construed as prohibiting STWA from pursuing any other
remedy available under this Agreement for such a breach or
threatened breach.

22. RELATED AGREEMENTS. Except as may otherwise be
provided herein, to the extent that any provision of any other
agreement between STWA and the Executive shall limit, qualify,
duplicate, or be inconsistent with any provision of this
Agreement, the provision in this Agreement shall control and
such provision of such other agreement shall be deemed to have
been superseded, and to be of no force or effect, as if such
other agreement had been formally amended to the extent
necessary to accomplish such purpose.

23. NO EFFECT ON OTHER RIGHTS. Except as otherwise
specifically provided herein, nothing contained in this
Agreement shall be construed as adversely affecting any rights
the Executive may have under any agreement, plan, policy or
arrangement to the extent any such right is not inconsistent
with the provisions hereof.

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24. EXCLUSIVE RIGHTS AND REMEDY. Except for any explicit
rights and remedies the Executive may have under any other
contract, plan or arrangement with STWA, the compensation and
benefits payable hereunder and the remedy for enforcement
thereof shall constitute his exclusive rights and remedy in
the event of his termination of employment.

25. DIRECTOR AND OFFICER LIABILITY INSURANCE;
INDEMNIFICATION. STWA shall provide the Executive (including
his heirs, executors, and administrators) with the maximum
coverage permitted under its directors' and officers'
liability insurance policy, as soon as STWA obtains such a
policy, at STWA's expense and shall indemnify him as both a
director and as an officer (and his heirs, executors, and
administrators) to the fullest extent permitted under Federal
and California law against all expenses and liabilities
reasonably incurred by him in connection with or arising out
of any action, suit, or proceeding in which he may be involved
by reason of his having been an officer or director of STWA or
any Subsidiary or affiliated company (whether or not he
continues to be such an officer or director at the time of
incurring such expenses or liabilities). Such expenses and
liabilities shall include, but not be limited to, judgments,
court costs, and attorneys' fees, and the costs of reasonable
settlements.

26. NOTICES. Any notice required or permitted under this
Agreement shall be sufficient if it is in writing and shall be
deemed given (i) at the time of personal delivery to the
addressee, or (ii) at the time sent certified mail, with
return receipt requested, addressed as follows:

If to the Executive: Edward L. Masry

If to STWA 5125 Lankersham Boulevard
North Hollywood, CA 91601
Attention: Chairman of the Board of
Directors

27. NO WAIVER. The failure by any party to this Agreement
at any time or times hereafter to require strict performance
by any other party of any of the provisions, terms, or
conditions contained in this Agreement shall not waive,
affect, or diminish any right of the first party at any time
or times thereafter to demand strict performance therewith and
with any other provision, term, or condition contained in this
Agreement. Any actual waiver of a provision, term, or
condition contained in this Agreement shall not constitute a
waiver of any other provision, term, or condition herein,
whether prior or subsequent to such actual waiver and whether
of the same or a different type. The failure of STWA to
promptly terminate the Executive's employment for Cause or the
Executive to promptly terminate his employment for Good Reason
shall not be construed as a waiver of the right of
termination, and such right may be exercised at any time
following the occurrence of the event giving rise to such
right.

28. SURVIVAL. Notwithstanding the nominal termination of
this Agreement and the Executive's employment hereunder, the
provisions hereof which specify continuing obligations,
compensation and benefits, and rights (including the otherwise
applicable term hereof) shall remain in effect until such time
as all such obligations are discharged, all such compensation
and benefits are received, and no party or beneficiary has any
remaining actual or contingent rights hereunder.

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29. SEVERABILITY. In the event any provision in this
Agreement shall be held illegal or invalid for any reason,
such illegal or invalid provision shall not affect the
remaining provisions hereof, and this Agreement shall be
construed, administered and enforced as though such illegal or
invalid provision were not contained herein.

30. BINDING EFFECT AND BENEFIT. The provisions of this
Agreement shall be binding upon and shall inure to the benefit
of the successors and assigns of STWA and the executors,
personal representatives, surviving spouse, heirs, devisees,
and legatees of the Executive.

31. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement among the parties with respect to the subject matter
hereof, and it supersedes all prior discussions and oral
understandings of the parties with respect thereto.

32. NO ASSIGNMENT. This Agreement, and the benefits and
obligations hereunder, shall not be assignable by any party
hereto except by operation of law.

33. NO ATTACHMENT. Except as otherwise provided by law,
no right to receive compensation or benefits under this
Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation, or to set off, execution, attachment, levy, or
similar process, and any attempt, voluntary or involuntary, to
effect any such action shall be null and void.

34. CAPTIONS. The captions of the several paragraphs and
subparagraphs of this Agreement have been inserted for
convenience of reference only. They constitute no part of this
Agreement and are not to be considered in the construction
hereof.

35. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed one and
the same instrument which may be sufficiently evidenced by any
one counterpart.

36. NUMBER. Wherever any words are used herein in the
singular form, they shall be construed as though they were
used in the plural form, as the context requires, and vice
versa.

37. APPLICABLE LAW. Except to the extent preempted by
federal law, the provisions of this Agreement shall be
construed, administered, and enforced in accordance with the
domestic internal law of the State of California without
reference to its laws regarding conflict of laws.

IN WITNESS WHEREOF, the parties have executed this Agreement,
or caused it to be executed, as of the date first above
written.

_____________________________________
Edward L. Masry

SAVE THE WORLD AIR, INC.

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By:____________________________________________
Eugene E. Eichler
President

Attest:________________________________________
Janice Holder, Corporate Secretary

GLOSSARY

"BOARD OF DIRECTORS" means the board of directors of the
relevant corporation.

G-14

"CAUSE" means (i) a documented repeated and willful failure by
the Executive to perform his duties, but only after written
demand and only if termination is effected by action taken by
a vote of (A) prior to a Change in Control, at least a
majority of the directors of STWA then in office, or (B) after
a Change in Control, at least 80% of the non-officer directors
of STWA then in office, (ii) his final conviction of a felony,
(iii) conduct by him which constitutes moral turpitude which
is directly and materially injurious to STWA or any Material
Subsidiary, (iv) willful material violation of corporate
policy, or (v) the issuance by the regulator of STWA or any
Subsidiary or affiliated company of an unappealable order to
the effect that he be permanently discharged.

For purposes of this definition, no act or failure to act on
the part of the Executive shall be considered "willful" unless
done or omitted not in good faith and without reasonable
belief that the action or omission was in the best interest of
STWA or any of its Subsidiaries or affiliated companies.

"CHANGE IN CONTROL" means the occurrence of any of the
following events:

(a) any Person (except (i) STWA or any
Subsidiary or prior affiliate of STWA, or (ii) any Employee
Benefit Plan (or any trust forming a part thereof) maintained
by STWA or any Subsidiary or prior affiliate of STWA) is or
becomes the beneficial owner, directly or indirectly, of
STWA's securities representing 19.9% or more of the combined
voting power of STWA's then outstanding securities, or 50.1%
or more of the combined voting power of a Material
Subsidiary's then outstanding securities, other than pursuant
to a transaction described in Clause (c);

(b) there occurs a sale, exchange, transfer or
other disposition of substantially all of the assets of STWA
or a Material Subsidiary to another entity, except to an
entity controlled directly or indirectly by STWA;

(c) there occurs a merger, consolidation, share
exchange, division or other reorganization of or relating to
STWA, unless --

(i) the shareholders of STWA
immediately before such merger, consolidation, share exchange,
division or reorganization own, directly or indirectly,
immediately thereafter at least two-thirds of the combined
voting power of the outstanding voting securities of the
Surviving Company in substantially the same proportion as
their ownership of the voting securities immediately before
such merger, consolidation, share exchange, division or
reorganization; and

(ii) the individuals who, immediately
before such merger, consolidation, share exchange, division or
reorganization, are members of the Incumbent Board continue to
constitute at least two-thirds of the board of directors of
the Surviving Company; provided, however, that if the
election, or nomination for election by STWA's shareholders,
of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such director shall, for
the purposes hereof, be considered a member of the Incumbent
Board; and provided further, however, that no individual shall
be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an
actual or threatened Election Contest or Proxy Contest,
including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; and

(iii) no Person (except (A) STWA or any
Subsidiary or prior affiliate of STWA, (B) any Employee
Benefit Plan (or any trust forming a part thereof) maintained
by STWA or any Subsidiary or prior affiliate of STWA, or (C)
the Surviving Company or any Subsidiary or prior affiliate of
the Surviving Company) has beneficial ownership of 19.9% or
more of the combined voting power of the Surviving Company's
outstanding voting securities immediately following such
merger, consolidation, share exchange, division or
reorganization;

(d) a plan of liquidation or dissolution of
STWA, other than pursuant to bankruptcy or insolvency laws, is
adopted; or

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(e) during any period of two consecutive years,
individuals who, at the beginning of such period, constituted
the Board of Directors of STWA cease for any reason to
constitute at least a majority of such Board of Directors,
unless the election, or the nomination for election by STWA's
shareholders, of each new director was approved by a vote of
at least two-thirds of the directors then still in office who
were directors at the beginning of the period; provided,
however, that no individual shall be considered a member of
the Board of Directors of STWA at the beginning of such period
if such individual initially assumed office as a result of
either an actual or threatened Election Contest or Proxy
Contest, including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest.

Notwithstanding the foregoing, a Change in Control shall not
be deemed to have occurred if a Person becomes the beneficial
owner, directly or indirectly, of securities representing
19.9% or more of the combined voting power of STWA's then
outstanding securities solely as a result of an acquisition by
STWA of its voting securities which, by reducing the number of
shares outstanding, increases the proportionate number of
shares beneficially owned by such Person; provided, however,
that if a Person becomes a beneficial owner of 19.9% or more
of the combined voting power of STWA's then outstanding
securities by reason of share repurchases by STWA and
thereafter becomes the beneficial owner, directly or
indirectly, of any additional voting securities of STWA, then
a Change in Control shall be deemed to have occurred with
respect to such Person under Clause (a).

Notwithstanding anything contained herein to the contrary, if
the Executive's employment is terminated and he reasonably
demonstrates that such termination (i) was at the request of a
third party who has indicated an intention of taking steps
reasonably calculated to effect a Change in Control and who
effects a Change in Control, or (ii) otherwise occurred in
connection with, or in anticipation of, a Change in Control
which actually occurs, then for all purposes hereof, a Change
in Control shall be deemed to have occurred on the day
immediately prior to the date of such termination of his
employment.

"STWA" means Save The World Air, Inc.

"DATE OF TERMINATION" means:

(a) if the Executive's employment is terminated
for Disability, 30 days after the Notice of Termination is
given (provided that he shall not have returned to the
performance of his duties on a full-time basis during such
30-day period);

(b) if the Executive's employment terminates by
reason of his death, the date of his death;

(c) if the Executive's employment is terminated
by STWA for Cause, the date of termination specified in the
Notice of Termination and determined in accordance with
Section 8(a);

(d) if the Executive's employment is terminated
by him without Good Reason, the date of termination specified
in the Notice of Termination and determined in accordance with
Section 9(a);

(e) if the Executive's employment is terminated
by STWA for any reason other than for Disability or Cause, the
date specified in the Notice of Termination and determined in
accordance with Section 10(a); or

(f) if the Executive's employment is terminated
by him for Good Reason, the termination date specified in the
Notice of Termination and determined in accordance with
Section 11(a);

provided, however that the Date of Termination shall mean the
actual date of termination in the event the parties mutually
agree to a date other than that described above.

"DEFINED BENEFIT PLAN" has the meaning ascribed to such term
in Section 3(35) of ERISA.

"DEFINED CONTRIBUTION PLAN" has the meaning ascribed to such
term in Section 3(34) of ERISA.

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"DISABILITY" has the meaning ascribed to the term "permanent
and total disability" in Section 22(e)(3) of the IRC.

"ELECTION CONTEST" means a solicitation with respect to the
election or removal of directors that, if STWA was subject to
the provisions of the 1934 Act, would be subject to the
provisions of Rule 14a-11 of the 1934 Act.

"EMPLOYEE BENEFIT PLAN" has the meaning ascribed to such term
in Section 3(3) of ERISA.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended and as the same may be amended from time to
time.

"EXCISE TAX" means the tax imposed by Section 4999 of the IRC
(or any similar tax that may hereafter be imposed by federal,
state or local law).

"EXECUTIVE" means NAME OF EXECUTIVE, an individual residing in
ADDRESS, California.

"GOOD REASON" means:

(a) prior to a Change in Control--

(i) the Executive's demotion to a lesser
position, or any material diminution in his
duties or responsibilities;

(ii) a reduction in the Executive's base
compensation, other than a reduction which
is proportionate to a company-wide reduction
in executive pay;

(iii) a failure to increase the Executive's
base compensation, consistent with his
performance rating, within 24 months since
the last increase, other than similar
treatment on a company-wide basis for
executives or a voluntary deferral by him of
an increase; or

(iv) any purported termination of the
Executive's employment which is not in
accordance with the terms of this Agreement;
and

(b) after a Change in Control--

(i) a change in the Executive's status or
position, or any material diminution in his
duties or responsibilities;

(ii) any increase in the Executive's duties
inconsistent with his position;

(iii) any reduction in the Executive's base
compensation;

(iv) a failure to increase the Executive's
base compensation, consistent with his
performance review, within 12 months of the
last increase; or a failure to consider
Executive for an increase within 12 months
of his last performance review;

(v) a failure to continue in effect any
Employee Benefit Plan in which the Executive
participates, including (whether or not they
constitute Employee Benefit Plans) incentive
bonus, stock option, or other qualified or
nonqualified plans of deferred compensation
(A) other than as a result of the normal
expiration of such a plan, or (B) unless
such plan is merged or consolidated into, or
replaced with, a plan with benefits which
are of equal or greater value;

G-17

(vi) requiring the Executive to be based
anywhere other than the county where his
principal office was located immediately
prior to the Change in Control;

(vii) refusal to allow the Executive to
attend to matters or engage in activities in
which he was permitted to engage prior to
the Change in Control;

(viii) delivery to the Executive of a Notice
of Nonextension;

(ix) failure to secure the affirmation by a
Successor, within three business days prior
to a Change in Control, of this Agreement
and its or STWA's continuing obligations
hereunder (or where there is not at least
three business days advance notice that a
Person may become a Successor, within one
business day after having notice that such
Person may become or has become a
Successor); or

(x) any purported termination of the
Executive's employment which is not in
accordance with the terms of this Agreement.

Notwithstanding anything herein to the contrary, at the election of the
Executive, beginning with the 181st day following a Change in Control and
continuing through the first anniversary of such Change in Control, he may
terminate his employment for any reason or no reason and such termination will
be treated as having occurred for Good Reason.

"GROSS-UP PAYMENT" means an additional payment to be made to
or on behalf of the Executive in an amount such that the net amount retained by
him, after deduction of any Excise Tax on the Total Payments and any federal,
state, and local income tax and Excise Tax on such additional payment, equals
the Total Payments.

"INCUMBENT BOARD" means the Board of Directors of STWA as
constituted at any relevant time.

"IRC" means the Internal Revenue Code of 1986, as amended and
as the same may be amended from time to time.

"MATERIAL SUBSIDIARY" means a Subsidiary whose net worth,
determined under generally accepted accounting principles, at the fiscal year
end immediately prior to any relevant time is at least 25% of the aggregate net
worth of the controlled group of corporations of which STWA is parent.

"1934 ACT" means the Securities Exchange Act of 1934, as
amended and as the same may be amended from time to time.

"NOTICE OF NON-EXTENSION" means a written notice delivered to
or by the Executive which advises that the Agreement will not be extended as
provided in Paragraph 3.

"NOTICE OF TERMINATION" means a written notice that (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated, and (iii) gives the required advance notice of termination.

"PERSON" has the same meaning as such term has for purposes of
Sections 13(d) and 14(d) of the 1934 Act.

"PROXY CONTEST" means the solicitation of proxies or consents
by or on behalf of a Person other than the Board of Directors of STWA.

"SUBSIDIARY" means any business entity of which a majority of
its voting power or its equity securities or equity interests is owned, directly
or indirectly by STWA.

G-18

"SUCCESSOR" means any Person that succeeds to, or has the
practical ability to control (either immediately or with the passage of time),
STWA's business directly, by merger or consolidation, or indirectly, by purchase
of STWA's voting securities or all or substantially all of its assets.

"SURVIVING COMPANY" means the business entity that is a
resulting company following a merger, consolidation, share exchange, division or
other reorganization of or relating to STWA.

"TOTAL PAYMENTS" means the compensation and benefits that
become payable under the Agreement or otherwise (and which may be subject to an
Excise Tax) by reason of the Executive's termination of employment, less the
federal, state and local income tax (but not any Excise Tax) on such
compensation and benefits, in each case determined without regard to any
Gross-Up Payments that may also be made.

"WELFARE BENEFIT PLAN" has the meaning ascribed to the term
"employee welfare benefit plan" in Section 3(1) of ERISA. For purposes of
determining the Executive's or his dependents' right to continued welfare
benefits hereunder following his termination of employment, the meaning of such
term shall include any retiree health plan maintained by STWA at any time after
the relevant Date of Termination, notwithstanding the fact that the Executive is
not a participant therein prior to such date.

G-19